- "Magnolia Wind" (Shawn Camp, Clark) – 3:50
- "Cold Dog Soup" (Clark, Mark Sanders) – 3:34
- "Soldier's Joy, 1864" (Camp, Clark) – 3:40
- "South Coast of Texas" (live; written by Clark) – 3:53
- "Sis Draper" (Camp, Clark) – 3:42
- "Mud" (Clark, Buddy Mondlock) – 3:45
- "Ain't No Trouble to Me" (Clark, Jon Stewart) – 3:00
- "A Little of Both" (live; written by Clark, Verlon Thompson) – 3:41
- "Dancin Days" (Clark, Steve Nelson) – 3:27
- "Fort Worth Blues" (Steve Earle) – 4:31
- "Red River" (Clark) – 3:03
- "Arizona Star" (Rich Alves, Clark) – 3:25
- "Bunkhouse Blues" (Clark, Thompson) – 3:06
- "Queenie's Song" (Terry Allen, Clark) – 2:38
- "Out in the Parking Lot" (live; written by Clark, Darrell Scott) – 4:20
- Guy Clark – vocals, guitar
- Shawn Camp – fiddle, guitar, harmony vocals
- Travis Clark – bass
- Emmylou Harris – harmony vocals
- Tim O'Brien – fiddle
- Suzy Ragsdale – accordion, harmony vocals
- David Rawlings – harmony vocals
- Darrell Scott – banjo, dobro, guitar, mandolin, accordion, mandocello, bass, harmony vocals, marimbula, mandocello
- Verlon Thompson – guitar, harmonica, mandolin, harmony vocals, percussion, National Steel guitar, banjo
- Gillian Welch – harmony vocals